UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than th

AND EXCHANGE COMMISSION

Statement Pursuant to Section 14(a)

the Securities Exchange Act of 1934

by a Party other than the Registrant

the appropriate box:

CAPITAL ACQUISITION CORP.

of Registrant as Specified in its Charter)

of Person(s) Filing Proxy Statement, if Other Than the Registrant)

of Filing Fee (Check the appropriate box):

CAPITAL ACQUISITION CORP.

following disclosures in this proxy supplement (the "Supplement") supplement, and should be read in conjunction with, the

disclosures contained in the Company's definitive proxy statement (the "Definitive Proxy Statement"), filed with the

Securities and Exchange Commission (the "SEC") on July 11, 2023, which in turn should be read in its entirety. To the extent

the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set

forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive

Proxy Statement remains unchanged.

provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, a business combination

with HWH International Inc. (the "Business Combination Proposal. The purpose of the following supplemental disclosures is to provide

information about certain additional equity financing arrangements (the "New Financing Agreements") that have been entered

into in connection with the business combination transaction and that will increase the number of shares of common stock of the Company

that will be issued in connection with the business combination.

used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.

OF NEW FINANCING AGREEMENTS

July 30, 2023, ACAX entered into an agreement with (i) Meteora Special Opportunity Fund I, LP ("MSOF"),

(ii) Meteora Capital Partners, LP ("MCP"), (iii) Meteora Select Trading Opportunities Master, LP ("MSTO")

and (iv) Meteora Strategic Capital, LLC ("MSC") (with MCP, MSOF MSTO and MSC collectively referred

to as the "Seller") (the "Forward Purchase Agreement") for OTC Equity Prepaid

Forward Transactions. For purposes of the Forward Purchase Agreement, ACAX is referred to as the "Counterparty"

prior to the consummation of the Business Combination, while Pubco is referred to as the "Counterparty" after

the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed

to such terms in the Forward Purchase Agreement.

to the terms of the Forward Purchase Agreement, the Seller intends, but is not obligated, to purchase up to 9.9% of the total

shares of Class A common stock, par value $0.0001 per share, of ACAX ("ACAX Common Stock") outstanding

following the closing of the Business Combination concurrently with the Closing pursuant to the Seller's FPA Funding

Amount PIPE Subscription Agreement (as defined below), less the number of shares of ACAX Common Stock purchased by the Seller

separately from third parties through a broker in the open market ("Recycled Shares"). The Seller shall

not be required to purchase an amount of shares of ACAX Common Stock such that following such purchase, that Seller's ownership

would exceed 9.9% of the total shares of ACAX Common Stock outstanding immediately after giving effect to such purchase, unless the

Seller, at its sole discretion, waives such 9.9% ownership limitation. The Number of Shares subject to the Forward Purchase

Agreement is subject to reduction following a termination of the Forward Purchase Agreements with respect to such shares as described

under "Optional Early Termination" in the respective Forward Purchase Agreements.

Forward Purchase Agreement provides that an amount in U.S. dollars equal to 1.0% of the product of the Number of Shares subject to the

Forward Purchase Agreement and the Initial Price (as defined below) (the "Prepayment Shortfall"); provided

that Seller shall pay one half (1/2) of the Prepayment Shortfall to Counterparty on the Prepayment Date (which amount shall be netted

from the Prepayment Amount (as defined below)) and, at the request of Counterparty, the other one half (1/2) of the Prepayment Shortfall

on the earlier of (a) the date that the SEC declares a registration statement covering sales by Seller effective (the "Registration

Statement Effective Date") and (b) the OET Date. Seller in its sole discretion may sell Shares at any time following the

Trade Date and at any sales price, without payment by Seller of any Early Termination Obligation until the earlier of such time as the

proceeds from such sales equal 100% of the Prepayment Shortfall (such sales, "Shortfall Sales," and such Shares,

"Shortfall Sale Shares"). A sale of Shares is only (a) a "Shortfall Sale," subject to the terms

and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered under the Forward Purchase Agreement,

and (b) an Optional Early Termination, subject to the terms and conditions in the Forward Purchase Agreement applicable to Terminated

Shares, when an OET Notice (as defined below) is delivered under the Forward Purchase Agreement, in each case the delivery of such notice

in the sole discretion of the Seller.

Forward Purchase Agreement provides that the Seller will be paid directly an aggregate cash amount (the "Prepayment Amount")

equal to (x) the product of (i) the Number of Shares as set forth in each Pricing Date Notice and (ii) the redemption price per share

as defined in Section 9.2(a) of ACAX's Amended and Restated Certificate of Incorporation (the "Initial Price"),

less (y) the Prepayment Shortfall.

Counterparty will pay to the Seller the Prepayment Amount required under the Forward Purchase Agreement directly from the Counterparty's

Trust Account maintained by Wilmington Trust Company holding the net proceeds of the sale of the units in the Counterparty's initial

public offering and the sale of private placement units (the "Trust Account") no later than the earlier of

(a) one local business day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with

the Business Combination, except that to the extent the Prepayment Amount payable to the Seller is to be paid from the purchase

of Additional Shares by the Seller pursuant to the terms of its FPA Funding Amount PIPE Subscription Agreement, such amount will

be netted against such proceeds, with the Seller being able to reduce the purchase price for the Additional Shares by the Prepayment

Amount. For the avoidance of doubt, any Additional Shares purchased by the Seller will be included in the Number of Shares for

its respective Forward Purchase Agreement for all purposes, including for determining the Prepayment Amount.

the Closing, the reset price (the "Reset Price") will initially be the Initial Price. The Reset Price will

be subject to reset on a bi-weekly basis commencing the first week following the thirtieth day after the closing of the Business Combination

to be the lowest of (a) the then-current Reset Price, (b) the Initial Price and (c) the VWAP Price of the Shares of the prior two weeks;

provided that the Reset Price will also be reduced upon a Dilutive Offering Reset immediately upon the occurrence of such Dilutive Offering.

time to time and on any date following the Business Combination (any such date, an "OET Date"), the

Seller may, in its absolute discretion, terminate its Forward Purchase Agreement in whole or in part by providing written notice to the

Counterparty (the "OET Notice"), no later than the next Payment Date following the OET Date (which shall specify

the quantity by which the Number of Shares shall be reduced (such quantity, the "Terminated Shares")). The

effect of an OET Notice shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with

effect as of the related OET Date. As of each OET Date, the Counterparty shall be entitled to an amount from the Seller, and the Seller

shall pay to the Counterparty an amount, equal to the product of (x) the number of Terminated Shares and (y) the Reset Price in respect

of such OET Date. The payment date may be changed within a quarter at the mutual agreement of the parties.

valuation date will be the earliest to occur of (a) the date that is three years after the date of the closing of the Business Combination

(the date of the closing of the Business Combination, the "Closing Date") pursuant to the Merger Agreement,

dated as of September 9, 2022 (as may be further amended, supplemented or otherwise modified from time to time, the "BCA"),

by and among ACAX, Merger Sub, and Target, (b) the date specified by Seller in a written notice to be delivered to Counterparty at Seller's

discretion (which Valuation Date shall not be earlier than the day such notice is effective) after the occurrence of any of (w) a VWAP

Trigger Event, (x) a Delisting Event, (y) a Registration Failure or (z) unless otherwise specified therein, upon any Additional Termination

Event, and (c) the date specified by Seller in a written notice to be delivered to Counterparty at Seller's sole discretion (which

Valuation Date shall not be earlier than the day such notice is effective). The Valuation Date notice will become effective immediately

upon its delivery from Seller to Counterparty in accordance with this Confirmation. In the event the Valuation Date is determined pursuant

to clause (c), the Settlement Amount Adjustment will not apply in calculation of the Settlement Amount.

the Cash Settlement Payment Date, which is the tenth local business day following the last day of the valuation period commencing on

the Valuation Date, in the event the Valuation Date is determined by clause (c) of the paragraph above, Seller shall pay Counterparty

a cash amount equal to (1) the Number of Shares as of the Valuation Date multiplied by (2) the closing price of the Shares on the immediately

preceding trading day.

all other cases, Seller shall pay the Counterparty

a cash amount equal to (1) (A) the Number of Shares as of the Valuation Date less the number of Unregistered Shares, multiplied

by (B) the volume-weighted daily VWAP Price over the Valuation Period less (2) if the Settlement Amount Adjustment is less than the cash

amount to be paid, the Settlement Amount Adjustment. The Settlement Amount Adjustment is equal to (1) the Number of Shares as of the

Valuation Date multiplied by (2) $3.50 per share, and the Settlement Amount Adjustment will be automatically netted from the Settlement